Carter’s names new CEO and reaffirms 2026 outlook
Carter’s, Inc. is implementing a leadership transition while reaffirming its first quarter and full-year fiscal 2026 outlook.
Rhea-AI Filing Summary
Carter’s, Inc. is implementing a leadership transition while reaffirming its first quarter and full-year fiscal 2026 outlook. Sharon Price John will become Chief Executive Officer, President, and a director effective June 15, 2026, following her long tenure leading Build-A-Bear Workshop.
Her offer includes a $1,300,000 base salary, a target annual cash bonus of 175%, at least $6,500,000 in annual equity awards starting in fiscal 2027, and a $6,500,000 sign-on equity grant split between time-based and performance-based restricted shares. She will also receive a $500,000 one-time cash bonus.
Douglas C. Palladini has departed as Chief Executive Officer, President, and director, and is eligible for severance benefits under his agreement. Richard F. Westenberger has been appointed Interim Chief Executive Officer and President, in addition to his Chief Financial Officer & Chief Operating Officer roles, with a $110,000 monthly stipend and quarterly restricted stock awards of $300,000 during the interim period.
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Insights
Carter’s details a planned CEO transition with defined pay and clear interim leadership.
Carter’s, Inc. is orchestrating an orderly CEO change, bringing in experienced retail leader Sharon Price John while reaffirming its first quarter and full-year fiscal 2026 outlook. The board also named CFO & COO Richard Westenberger as Interim CEO to maintain operational continuity.
John’s package combines salary, cash bonus, and substantial time- and performance-based equity, with vesting aligned to existing executive awards. Change-of-control and “good reason” provisions provide defined protections, while non-competition and non-solicitation covenants seek to protect the business. Westenberger’s interim stipend and quarterly equity grants compensate his expanded duties during the transition period.
8-K Event Classification
Key Figures
Key Terms
change of control financial
good reason financial
non-competition financial
forward-looking statements regulatory
separation payments and benefits financial
FAQ
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What leadership changes did Carter’s (CRI) announce in this 8-K?
What is Sharon Price John’s compensation package at Carter’s (CRI)?
How is Sharon Price John’s sign-on equity at Carter’s (CRI) structured?
What severance and vesting protections does Sharon Price John receive from Carter’s (CRI)?
What additional compensation will Interim CEO Richard Westenberger receive at Carter’s (CRI)?
Did Carter’s (CRI) change its financial outlook with this CEO transition?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02. | Results of Operations and Financial Condition. |
On May 1, 2026, in conjunction with the Chief Executive Officer transition matters described in Item 5.02 of this Current Report on Form 8-K, Carter’s, Inc. (the “Company”) issued a press release, which, among other things, reaffirmed the Company’s first quarter and full-year fiscal 2026 outlook that was provided on February 27, 2026. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Sharon Price John as Chief Executive Officer and President and Director
On May 1, 2026, the Company announced that the Board of Directors of the Company (the “Board”) approved the appointment of Sharon Price John as Chief Executive Officer and President of the Company and a member of the Board, effective June 15, 2026 (the “Effective Date”).
Ms. John, age 62, recently announced her intention to retire from her role as President and Chief Executive Officer of Build-A-Bear Workshop, Inc. (“Build-A-Bear”) (NYSE: BBW), effective June 11, 2026, a role that she has held since March 2016. From May 2013 through March 2016, Ms. John served as Build-A-Bear’s Chief Executive Officer, and she has served as a director on Build-A-Bear’s Board of Directors since that time. From January 2010 through May 2013, Ms. John served as President of Stride Rite Children’s Group LLC, a division of Wolverine Worldwide, Inc., which designs and markets footwear for children. From 2002 through 2009, she held positions of broadened portfolio and increased responsibility at Hasbro, Inc., a multinational toy and board game company, including as General Manager & Senior Vice President of its U.S. Toy Division from 2006 to 2008 and General Manager & Senior Vice President of its Global Preschool unit from June 2008 through 2009. Ms. John also founded and served as Chief Executive Officer of Checkerboard Toys, served as Vice President, U.S. Toy Division with VTech Industries, Inc., and served in a range of roles at Mattel, Inc. She started her career in advertising, overseeing accounts such as Hershey’s and the Snickers/M&M Mars business. Until February 2025, Ms. John served on the Board of Directors of Jack in the Box Inc., a publicly-traded restaurant company. Ms. John will continue to serve as a non-independent director on Build-A-Bear’s Board of Directors through Build-A-Bear’s 2027 annual meeting of stockholders.
In connection with Ms. John’s appointment, Ms. John and the Company executed an offer letter on April 27, 2026 (the “Offer Letter”). Pursuant to the Offer Letter, during Ms. John’s employment with the Company, she will receive an initial base salary of $1,300,000 per year, and an annual cash bonus opportunity at target of 175%. Commencing in the Company’s 2027 fiscal year, Ms. John will be eligible to receive annual equity awards with a target value of no less than $6,500,000, pursuant to the terms of the Company’s shareholder-approved equity plan.
Pursuant to the Offer Letter, Ms. John will receive a sign-on equity grant with a grant date fair value of $6,500,000, with 40% of the grant to be in the form of time-based restricted shares and 60% in the form of performance-based restricted shares (collectively, the “Sign-On Equity”). The time-based restricted shares will vest in four substantially equal annual installments, with the first vesting date accelerated to March 2, 2027, and all remaining vesting dates consistent with the vesting schedule for the Company’s other executive officers’ 2026 equity awards. Subject to Ms. John’s continued employment with the Company, the earned performance-based restricted shares will vest at the end of the three-year performance period (2026-2028) consistent with the vesting schedule for the Company’s other executive officers’ 2026 equity awards and will be based on the performance metrics that were set for other performance-based restricted shares awarded to the Company’s executive officers earlier in fiscal 2026.
In the event of Ms. John’s resignation for good reason or a termination by the Company without cause, occurring (a) prior to the first anniversary of the Effective Date, (i) the second tranche of the time-based restricted shares of the Sign-On Equity and (ii) the first tranche of the time-based restricted shares of Ms. John’s annual equity grant in the 2027 fiscal year will be accelerated to Ms. John’s termination date, or (b) on or after the first anniversary of the Effective Date but prior to the second anniversary of the Effective Date, (i) the third tranche of the time-based restricted shares of the Sign-On Equity and (ii) the second tranche of the time-based restricted shares of Ms. John’s annual equity grant in the 2027 fiscal year will be accelerated to Ms. John’s termination date. In the event that within two years following a change of control, the Company terminates Ms. John’s employment other than for cause, or Ms. John resigns for good reason, the time-based restricted share awards then held by Ms. John will become fully vested.
Ms. John will also receive a special one-time cash bonus of $500,000 within 30 days of the Effective Date.
Ms. John is expected to enter into the Company’s previously disclosed Severance Agreement and participate in the employee benefit plans and programs provided by the Company to other senior executives. Ms. John will be covered by any Company directors and officers insurance policies. Ms. John will also be subject to the Company’s restrictive covenants included in the Severance Agreement, which include restrictions relating to non-competition and non-solicitation for 24 months after the termination date and protection of confidential information.
The description of the Offer Letter in this Item 5.02 is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
There are no family relationships, as defined in Item 401 of Regulation S-K, between Ms. John and any of the Company’s executive officers or directors or persons nominated or chosen to become a director or executive officer. Ms. John has not engaged in any transaction with the Company during the last fiscal year, and does not propose to engage in any transaction, that would be reportable under Item 404(a) of Regulation S-K.
Departure of Douglas C. Palladini as Chief Executive Officer and President and Director
In connection with the appointment of Ms. John, Douglas C. Palladini has departed the Company as Chief Executive Officer and President and resigned as a member of the Board, effective April 28, 2026. Mr. Palladini is eligible for separation payments and benefits provided upon a termination of employment without “cause” pursuant to his severance agreement. Following his separation, Mr. Palladini will continue to be subject to certain restrictive covenants, including non-competition and non-solicitation covenants.
Appointment of Richard F. Westenberger as Interim Chief Executive Officer and President
On May 1, 2026, the Company announced the appointment of Richard F. Westenberger as Interim Chief Executive Officer (“Interim CEO”) and President, effective April 28, 2026. Mr. Westenberger will serve as Interim CEO and President for the transition period leading up to Ms. John’s start date and will continue to serve in his current role as Chief Financial Officer & Chief Operating Officer.
Mr. Westenberger, age 57, joined the Company in 2009 as Executive Vice President & Chief Financial Officer, and was appointed Senior Executive Vice President, Chief Financial Officer & Chief Operating Officer in March 2024, and Chief Financial Officer & Chief Operating Officer in May 2025. Mr. Westenberger previously served as Interim CEO from January 2025 to April 2025. Mr. Westenberger’s responsibilities in his role as Chief Financial Officer & Chief Operating Officer include management of Carter’s finance, enterprise risk management, information technology, real estate, strategic procurement, and internal audit functions. Prior to joining Carter’s, Mr. Westenberger served as Vice President of Corporate Finance and Treasurer of Hewitt Associates, Inc. from 2006 to 2008. From 1996 to 2006, Mr. Westenberger held various senior financial management positions at Sears Holdings Corporation and its predecessor organization, Sears, Roebuck and Co., including Senior Vice President & Chief Financial Officer of Lands’ End, Inc., Vice President of Corporate Planning & Analysis, and Vice President of Investor Relations. Prior to Sears, Mr. Westenberger was with Kraft Foods, Inc. He began his career at Price Waterhouse LLP, a predecessor firm to PricewaterhouseCoopers LLP, and is a certified public accountant. Mr. Westenberger earned his Bachelor of Business Administration in Accountancy from the University of Notre Dame and his Master of Business Administration from the University of Chicago Booth School of Business.
In connection with his appointment as Interim CEO and President, Mr. Westenberger will be paid a monthly cash stipend of $110,000, which will be pro-rated based on his service as Interim CEO and President. Mr. Westenberger will also receive restricted stock awards in an amount of $300,000 pursuant to the Company’s Amended and Restated Equity Incentive Plan on a quarterly basis (the “Westenberger Awards”), each vesting within one year of the grant date of the relevant Westenberger Award. The Westenberger Awards will be immediately vested in the event that Mr. Westenberger is terminated without cause or resigns for good reason prior to the applicable vesting date, or in the event of his death or disability prior to the vesting date, and will be pro-rated for partial service as Interim CEO and President during a quarter.
There is no arrangement or understanding with any person pursuant to which Mr. Westenberger was appointed as Interim CEO and President. There are no family relationships between Mr. Westenberger and any director or executive officer of the Company, and Mr. Westenberger is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.
| Item 7.01. | Regulation FD Disclosure. |
The Company’s press release regarding the matters described in Item 2.02 and Item 5.02 above is attached hereto as Exhibit 99.1.
The information included in Item 2.02 and Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into any registration statement or other document filed by the Company pursuant to the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Offer Letter, dated April 27, 2026. | |
| 99.1 | Press Release, dated May 1, 2026. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL | |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, Carter’s, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| May 1, 2026 | CARTER’S, INC. | |||||
| By: | /s/ Antonio D. Robinson | |||||
| Name: | Antonio D. Robinson | |||||
| Title: | Chief Administrative & Compliance Officer, Corporate Secretary | |||||
Exhibit 99.1
| Contact: |
| T.C. Robillard Vice President, Investor Relations tc.robillard@carters.com |
Carter’s, Inc. Appoints Brand and Retail Veteran Sharon Price John as Chief Executive Officer and President
Company Reaffirms First Quarter and Full-Year Fiscal 2026 Outlook
ATLANTA, May 1, 2026 – Carter’s, Inc. (“Carter’s” or the “Company”) (NYSE:CRI), North America’s largest and most-enduring apparel company exclusively for babies and young children, today announced the appointment of Sharon Price John as Chief Executive Officer and President, effective June 15, 2026. Ms. John will also be appointed as a member of the Carter’s Board of Directors on the effective date.
Richard F. Westenberger has been appointed interim Chief Executive Officer and President in addition to his responsibilities as Chief Financial Officer & Chief Operating Officer and will serve in this capacity during the transition period until Ms. John joins the Company next month.
Ms. John will join Carter’s following the conclusion of her successful 13-year tenure as Chief Executive Officer and President of Build-A-Bear Workshop (“Build-A-Bear”) (NYSE: BBW), which was recently announced. Ms. John led Build-A-Bear through a transformational period of improved profitability and growth. Over her tenure, Ms. John diversified the business model beyond traditional malls, accelerated e-commerce with an integrated omnichannel focus, expanded the company’s addressable market to gifting and collectors, and extended into content-led marketing. Under Ms. John’s leadership, Build-A-Bear was reimagined from both a consumer-facing and infrastructure perspective, while the company navigated retail headwinds and a global pandemic to deliver significant shareholder returns and the fifth consecutive year of record results in 2025.
Prior to joining Build-A-Bear, Ms. John held a number of executive positions, including President of Stride Rite Children’s Group, General Manager and Senior Vice President of Hasbro’s Global Playskool business, and worked at Mattel as the Vice President of International Marketing for the Disney business unit and as a Director of the Barbie brand.
Gretchen W. Schar, incoming Non-Executive Chair of Carter’s Board of Directors, said: “Sharon has a distinguished track record as a public company CEO and brings substantial and relevant experience in the children’s space. Her success in revitalizing Build-A-Bear gives us confidence in her ability to accelerate the work underway at Carter’s and leverage the power of our iconic brands to drive sustainable growth and shareholder value creation. Carter’s is showing solid momentum and we believe Sharon is the perfect fit to lead the Company into the future.”
Ms. John added, “For over 160 years, Carter’s has been a trusted resource as generations of young parents have made this brand their first choice in clothing for the many amazing moments in the life of a child. I am delighted to be joining a company with such a proud history and honored to be entrusted with leading it forward at this pivotal moment. As the leader in young children’s apparel, Carter’s enjoys rich brand equity with consumers and is trusted for the quality, style, and value of its products. We will remain focused on ensuring that Carter’s continues to meet the evolving needs of today’s families and caregivers.”
In connection with Ms. John’s appointment and effective immediately, Douglas C. Palladini has departed the Company as Chief Executive Officer and President, and as a member of the Board of Directors.
William J. Montgoris, outgoing Non-Executive Chair of the Board, commented, “On behalf of the Board, I would like to thank Doug for his contributions to Carter’s during a pivotal year of reset and regained momentum in the business. At the Board’s direction, Doug led a series of initiatives to help Carter’s manage the onset of record tariffs, streamline the organization structure, and improve the quality and productivity of our retail store fleet. We believe it is the right time to transition Carter’s leadership. We sincerely appreciate Doug’s contributions and wish him all the best in his next chapter.”
The Company today also reaffirmed its first quarter and full-year fiscal 2026 outlook that was provided on February 27, 2026. As announced this week, Carter’s will report its results for the first quarter and hold a call with investors and analysts on Wednesday, May 6, 2026.
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About Carter’s, Inc.
Carter’s, Inc. is North America’s largest and most-enduring apparel company exclusively for babies and young children. The Company’s core brands are Carter’s and OshKosh B’gosh, iconic and among the sector’s most trusted names. These brands are sold through more than 1,000 Company-operated stores in the United States, Canada, and Mexico, and online at www.carters.com, www.oshkosh.com, www.cartersoshkosh.ca, and www.carters.com.mx. Carter’s also is the largest supplier of baby and young children’s apparel to North America’s biggest retailers. The Company’s Child of Mine brand is available exclusively at Walmart, its Just One You brand is available at Target, and its Simple Joys brand is available on Amazon.com. The Company’s emerging brands include Little Planet, crafted with organic fabrics and sustainable materials, Otter Avenue, a toddler-focused apparel brand, and Skip Hop, baby essentials from tubs to toys. Carter’s is headquartered in Atlanta, Georgia. Additional information may be found at www.carters.com.
Forward Looking Statements
Statements in this press release that are not historical fact and use predictive words such as “estimates”, “outlook”, “guidance”, “expect”, “believe”, “intend”, “designed”, “target”, “plans”, “may”, “will”, “are confident” and similar words are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). These forward-looking statements and related assumptions involve risks and uncertainties that could cause actual results and outcomes to differ materially from any forward-looking statements or views expressed in this press release. These risks and uncertainties include, but are not limited to, those disclosed in Part I, Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2026, and otherwise in our reports and filings with the Securities and Exchange Commission, as well as the following factors: changes in global economic and financial conditions, and the resulting impact on consumer confidence and consumer spending, as well as other changes in consumer discretionary spending habits; risks related to public health crises; risks related to the organizational restructuring plan, including, but not limited to, our ability to achieve the expected savings from the plan and to fully implement the plan; risks related to consumer tastes and preferences, as well as fashion trends; the failure to protect our intellectual property; the diminished value of our brands, potentially as a result of negative publicity or unsuccessful branding and marketing efforts; delays, product recalls, or loss of revenue due to a failure to meet our quality standards; risks related to uncertainty regarding the future of international trade agreements and the United States’ position on international trade, as well as significant political, trade, and regulatory developments and other circumstances beyond our
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control; the roll-back of incremental tariffs imposed under the International Emergency Economic Powers Act (the “incremental tariffs”) and any additional actions taken in response to their roll-back, including, but not limited to, tariffs imposed pursuant to Section 122 of the Trade Act of 1974 (the “122 tariffs”) and potential tariffs imposed under Section 301 of the Trade Act of 1974; our ability to recover refunds of incremental tariff amounts or other tariff amounts paid; increased competition in the marketplace; ongoing political and economic conflicts that could impact our global and domestic operations, including, but not limited to, the conflict between the United States, Israel, and Iran; financial difficulties for one or more of our major customers; identification of locations and negotiation of appropriate lease terms for our retail stores; distinct risks facing our eCommerce business; failure to forecast demand for our products and our failure to manage our inventory; increased margin pressures, including increased cost of materials and labor and our inability to successfully increase prices to offset these increased costs; continued inflationary pressures with respect to labor and raw materials and global supply chain constraints that have, and could continue, to affect freight, transit, and other costs; fluctuations in foreign currency exchange rates; unseasonable or extreme weather conditions; risks associated with corporate responsibility issues; our foreign sourcing arrangements; a relatively small number of vendors supply a significant amount of our products; disruptions in our supply chain, including increased transportation and freight costs; our ability to effectively source and manage inventory; problems with our Braselton, Georgia distribution facility; pending and threatened lawsuits; a breach of our information technology systems and the loss of personal data or a failure to implement new information technology systems successfully; unsuccessful expansion into international markets; failure to comply with various laws and regulations; failure to properly manage strategic initiatives; retention of key individuals; acquisition and integration of other brands and businesses; failure to achieve sales growth plans and profitability objectives to support the carrying value of our intangible assets; our continued ability to meet obligations related to our debt; changes in our tax obligations, including additional customs, duties or tariffs; our continued ability to declare and pay a dividend; volatility in the market price of our common stock; and the cost or effort required for our shareholders to bring certain claims or actions against us, as a result of our designation of the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings. Except for any ongoing obligations to disclose material information as required by federal securities laws, the Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. The inclusion of any statement in this press release does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.
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